How to purchase, renew, convert or upgrade your PDXpert license

Contents

Sales policies

We provide standardized products with uniform sales policies and procedures. Our customers represent a wide variety of industries, operating structures and legal jurisdictions throughout the world; we regret that it's not practical for us to examine, negotiate and agree to each organization's unique purchase terms. Please read our policies before offering to make a purchase.

All commercial transactions between Buyer ("you", "your") and Active Sensing, Inc. ("ASI", "we", "us", "our") are subject to the standard terms, conditions and policies ("policies") described (1) on this page, and (2) within our software license agreement. Buyer and ASI legal entities include their subsidiaries, employees, contractors, and other authorized agents. Any terms or conditions that are inconsistent with or are in addition to our policies must be negotiated into a separate Master Sales Agreement ("MSA"), which must be signed by an authorized representative of each party. A signed MSA is the exclusive means for obtaining our agreement to any terms or conditions that are inconsistent with or are in addition to our policies.

For transactions that are not otherwise controlled by a signed MSA, any of the following constitute acceptance of our standard policies: (a) we identify these policies in any communication — e.g., email quotation — to you prior to your purchase; (b) you install or use any of our products; (c) you pay for any portion of our products or services; (d) you have registered on this website and visit this web page; or (e) any other act which reasonably implies awareness of these policies. Your acceptance authorizes us, without notice to you, to reject all terms or conditions that are inconsistent with or are in addition to our policies.

Purchasing your PDXpert software license

You may submit your purchase order via email, fax, postal mail service, or telephone. We recommend always sending an email, even when sending your order via other means, so that we may acknowledge your order and issue your license as quickly as possible.

Ensure that the purchase information includes your organization name, address, postal (zip) code, and country, as well as the email and telephone of the principal administrative contact(s).

US and Canada

For most customers in North America, we are pleased to offer payment terms of NET 30 DAYS. Upon receipt of your purchase order, we provide a license key that provides temporary access for 35 days, and will email your final license key immediately upon bank receipt of funds.

Other countries

For many international customers, we can issue a temporary license key against your purchase order. Payment shall be due immediately upon your receipt of our emailed license key and invoice.

Taxes and government-imposed fees

You are responsible for paying all applicable government sales, transfer, use, asset, import, customs, value-added, and other taxes, tariffs, duties and fees imposed by any governmental entity.

After 1 July 2012, non-tangible computer software, such as PDXpert software, is not subject to Colorado state sales tax.1

Credit reporting

You authorize us (a) to obtain and verify credit reports and other credit information from third parties to ascertain your suitability for credit payment terms, and (b) to report your payment performance to our banking and credit services providers. Failure to honor the agreed payment terms will affect future transactions.

Brokers & purchasing agencies

If you are a purchasing or financing service that is handling the transaction on behalf of another company, you must indicate the full contact details of your principal. Our software license requires acceptance by the company that actually installs and uses the product; we will not issue a license in the name of an intermediary or broker.

Payment

By check: Checks are payable to Active Sensing, Inc. and must be for the total invoice amount in US dollars. Currency conversion fees, bank fees and other transaction costs are payer's responsibility. Mail to:

Active Sensing, Inc.
Attention: Accounting Dept.
P.O. Box 1236
Castle Rock, CO 80104-1236 USA

By wire transfer: Wire transfers must be received into our account (a) for the total invoice amount in US dollars, and (b) free of all transaction costs such as currency conversion fees; SWIFT fees; service surcharges; government taxes, duties or forex fees; or other charges. Contact us for correspondent bank information.

By PayPal: For your convenience, prior to the payment due date we can re-issue our original invoice as a PayPal invoice sent to a designated payer (email address). A 2% convenience fee is added to our original invoice total. Payment method — debit card, bank transfer, credit card, PayPal balance, etc. — is agreed between PayPal and payer. PayPal is an independent payment processor, and we do not control the conditions under which transactions are accepted. If payer's transaction is not accepted, we will restore the original invoice amount, payment terms and due date.

Renewing your perpetual MSU or subscription license

Your software license type — perpetual or subscription — determines the license duration, while the subscription expiration date determines the effect of your renewal.

  • Perpetual license: Your renewal of annual maintenance, support and upgrade (MSU) ensures continued access to new software releases, application information, and technical support. If you choose not to renew your MSU, you'll still have access to the PDXpert system, but you can no longer update your software to the most current release.
  • Subscription license: For continued access to the PDXpert system, you must renew your subscription before the subscription expiration date specified in the PDXpert Software License Key window.

Your license renewal price is based upon the quantity of user accounts specified in the PDXpert Software License Key window, multiplied by the currently-published rates & discounts for the license.

As a courtesy to avoid product interruption, we may send a pro forma invoice about 30 days before your license expiration date. (You may request a different advance notice period, or no notice.) You can accept or decline this pro forma invoice, or issue a new purchase order. An updated subscription license key is issued upon our receipt of your payment.

Purchasing additional perpetual user accounts

If you have previously purchased a perpetual license, additional user accounts are discounted based on the revised quantity of user accounts, which includes all previous user accounts purchased.

For a perpetual license with a current MSU subscription, we will synchronize your new license's MSU expiration to the previous license's expiration date and invoice you the prorated MSU amount in addition to the new perpetual license. When the MSU is renewed the following year, all user accounts will be treated as a single block and MSU is renewed at that level.

For a perpetual license without a current MSU subscription, you can purchase additional user accounts provided that the new accounts are also purchased without MSU. Since all clients must be of the identical software release, your new license will be compatible only with your previous license's software release. If you simultaneously upgrade your older license, you can install the latest release for all users. Alternately, we'd be happy to calculate the cost of adding MSU for all user accounts.

Purchasing additional subscription user accounts

If you have previously purchased a subscription license, all incremental user accounts are discounted based on the revised total of user accounts. We synchronize your new license's expiration to the previous license's expiration date and invoice you the prorated amount.

Converting from a subscription to a perpetual license

You may convert an unexpired subscription license to a perpetual license. We prorate the current subscription and apply the remaining unused portion to your new perpetual license and MSU. An invoice is issued for the difference between the cost of old and new licenses; an unused portion that exceeds what can be applied to the new license is not refundable.

Converting between full-function and read-only accounts

At your option, we can convert one full-function (FF) user account into several read-only (RO) user accounts, or vice versa. Perpetual licenses are converted 1FF:5RO and subscription licenses are 1FF:4RO.

The license MSU/subscription expiration date will not be affected. As a result of this conversion, your user account discount level may increase or decrease: no discount adjustments will be made for the current MSU/subscription period, but subsequent renewals may have a different discount level.

Conversions are subject to a US$100 service fee; however, we'll waive this fee if you haven't made a conversion within the preceding 12 months.

Calculating the price of a perpetual license and MSU

Here's how we calculate your perpetual license price and annual maintenance, support and upgrade (MSU).

We determine (a) your discounted perpetual price based on the number of user accounts you've chosen, and (b) if you've opted for MSU, add the MSU rate for that discount level. We then (c) multiply the result by the actual number of user accounts you've selected. (d) For the MSU expiration date, we increment the start date's year.

For example, suppose that you purchase a perpetual license for 6 users on April 10 and you choose to include annual maintenance, support and upgrades. We calculate the total cost (a) using the one-time price per user from the 5 user discount cell, (b) add the annual MSU cost per user, also from the 5-user discount cell, and then (c) multiply this result by the 6 user accounts. (d) Your MSU expiration date is April 10th next year.

Calculating the price of a subscription license

Here's how we calculate your subscription license cost and expiration.

We determine (a) your discounted price based on the number of user accounts and the commitment period. (b) We then take the monthly rate, multiply it by the number of months you've selected, and (c) multiply the result by the number of users you've selected. (d) For the full year, we increment the start date's year. For fractions of a year, we increment the start date's month.

For example, suppose that you choose to start a subscription for 8 users on April 10 and you want the subscription to run 6 months. We calculate the total cost (a) using the monthly price per user account from the 6 month/5 user cell, (b) multiply this cost per user by the 6 month discount period, and then (c) multiply this result by the 8 users. (d) Your expiration period is 6 months after April 10th, which is October 10th.

All subscriptions are paid in full at the beginning of the subscription period. Discounts are based on your revised use account commitment, which includes all of your currently-active accounts.

An established subscription cannot be reduced prior to its expiration, and the subscription fees are not refundable. However, you can renew a subscription at its expiration for a shorter period or for fewer users. You can take advantage of additional discounts by adding users and/or extending the subscription period while the subscription is active. You can also purchase a replacement perpetual license at the end of any subscription period.

Upgrading older perpetual licenses without MSU

If your perpetual license's MSU subscription has expired or you never subscribed to MSU, you may still be able to upgrade your users to the current release at a discounted price. Your current perpetual license registration displays a Subscription ends or Expiration date that determines the discount that can be applied to our current published price. The license also specifies the number of user accounts that can be upgraded at that discount level.

Time after "Subscription ends" date within 1 year 1 to 2 years 2 to 3 years >3 years
Reduce perpetual license per-user price by 65% 40% 15% 0%

At the time you purchase an upgrade, you can also purchase a new MSU subscription at the published price to keep your software maintained, supported and upgraded for an entire year.

Multi-server environments

Each complete PDXpert system includes a license for the PDXpert Application Server software, which is bundled with your PDXpert client software at no additional cost.

Volume discounts are offered on a per-server/per-system basis that counts the number of user accounts attached to a licensed server. For companies with multiple systems (and server licenses), each system is treated separately for determining eligible volume discounts.

Moving user accounts between systems, or merging one license into another, is subject to a US$100 service fee, plus any proration required to synchronize the moved accounts with their assigned license's expiration. As a result of this move, the user account discount level may increase or decrease: no discount adjustments will be made for the current MSU/subscription period, but subsequent renewals may have a different discount level.

Maintenance, support and upgrade scope and warranty

Our maintenance, support and update ("MSU") service is available as an option with perpetual licenses, and is included with all subscription licenses. MSU services are limited in duration and must be renewed periodically to maintain coverage.

The scope of MSU services:

  • Maintenance updates our software installers and code in response to changes in the Microsoft Windows computing environment. The computing environment is comprised of supported 32-bit and/or 64-bit versions of: Microsoft Windows/.NET; SQL Server editions; security notices and service packs for Windows, SQL Server, .NET and Windows Search; and third-party components that we provide with our software (e.g., OpenXML, Lucene). You agree to maintain your computing environment in accordance with our published system requirements, which may change from time to time. We agree to make reasonable efforts to respond to computing environment changes in a timely manner.
  • Support provides web-based, telephone and email assistance covering system installation, configuration and operation to up to three designated system administrators, and application training to other users. You agree to provide us with the necessary access (for example, to log files and database extracts) required to fulfill our support obligations. We agree to make reasonable efforts to resolve reported and verifiable errors so that the software product performs in all material respects as described in the associated documentation.
  • Upgrades add new features to, improve the performance and convenience of, and correct reported & reproducible deficiencies in the product. The nature and schedule of product upgrades will be determined at our sole discretion. We agree to make reasonable efforts to ensure that data contained in an earlier release can be upgraded to a new release at nominal cost.

MSU does not include: on-site visits; legacy data import services; installation, support or interfacing of third-party hardware or software; training third parties in our product's configuration or use; designing, maintaining or updating "data transformations", "views", "scripts", or other custom computer code or data specifically developed to meet your requirements or provided as an example; database repair due to (a) application misuse or failure to follow practices described in our documentation, (b) non-conformance of imported data, or (c) data modification by software other than our own (e.g., third-party applications); any Microsoft product for which its Mainstream Support has expired; and other products or services that we have not specifically included. At our discretion, we may waive any of these limitations and exclusions on a case-by-case basis, and such waiver does not constitute a future obligation regarding these limitations and exclusions.

All product changes are incrementally and cumulatively added to our most recent published product, and not to any older product that you use. We will periodically announce, according to our standard policies, new product releases that we make available for download. When we make a new product release available for download, you agree that the new product (a) becomes an integral part of the original product, and is subject to the terms of the PDXpert License & Warranty Agreement, and (b) fulfills our applicable maintenance, support and/or update obligations, regardless of whether you choose to use it.

We warrant that product delivered under an MSU subscription substantially conforms to the documentation accompanying the product. You agree to notify us of any deficiencies within 30 days from our delivery of a new MSU product release.

FOR ANY BREACH OF THE ABOVE WARRANTY YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE RESUBMISSION OF THE UPDATED SOFTWARE PRODUCT OR, IF WE CANNOT SUBSTANTIALLY CORRECT OUR DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE SUBSCRIPTION AND RECOVER THE RELATED PRORATA FEES PAID TO US FOR THE SUBSCRIPTION. TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. OUR MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE SUBSCRIPTION FEES YOU PAID US, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF THE UPDATED SOFTWARE PRODUCT, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID US FOR THE SUBSCRIPTION GIVING RISE TO THE LIABILITY.

Unless otherwise agreed in writing, these provisions apply to separately contracted professional services outside the scope of your MSU subscription (e.g., custom data transformations, database maintenance activities, PowerShell scripts).

Item sales numbers

If you are issuing a purchase order, you may refer to the following table to identify our product item numbers, or simply contact us for assistance.

  • nnn is user account discount level: 001, 003, 010, 030, 100, 300
  • pp is subscription period discount level: 06, 12, 24
  • MSU refers to the annual "maintenance, support and updates" subscription for perpetual licenses.
Duration Access Number Item description Unit price
Perpetual Full-function 100-nnn PDXpert perpetual full-function license
For example, 16 full-function user accounts is part #100-010 @ quantity 16.
Perpetual license & MSU calculator
Annual Full-function 150-nnn PDXpert maintenance-support-updates full-function 1 year
For example, 16 subscriptions is part #150-010 @ quantity 16. In most cases, your MSU discount level and quantity will be the same as your full-feature perpetual license.
Perpetual license & MSU calculator
Perpetual Read-only 200-nnn PDXpert perpetual read-only license
For example, 7 RO user accounts is part #200-003 @ quantity 7.
Perpetual license & MSU calculator
Annual Read-only 250-nnn PDXpert maintenance-support-updates read-only 1 year
For example, 7 RO subscriptions is part #250-003 @ quantity 7. In most cases, your MSU discount level and quantity will be the same as your read-only perpetual license.
Perpetual license & MSU calculator
Subscription Full-function 5pp-nnn PDXpert user-month full-function license/xx month rate
For example, a 12-month subscription for 6 user accounts is part #512-003 @ quantity 6.
Subscription license calculator
Subscription Read-only 6pp-nnn PDXpert user-month license/read-only
For example, 14 RO user accounts with period identical to your full-function subscription (say 12 months) is part #612-010 @ quantity 14.
Subscription license calculator

Special consideration for non-profit organizations

We may offer price discounts or in-kind donations to selected non-profit organizations that develop technologies, products or services for (a) meeting basic human needs; (b) expanding employment opportunities; or (c) mitigating human impact on the environment. If you represent a US 501(c)(3) or comparable organization, contact us to learn more.

Transaction documentation

In addition to the policies described on this page, all purchases are subject to the terms and conditions specified in our transaction documentation.

Standard transaction documents

Our standard commercial transaction documentation is provided in electronic form via email:

  • At your request: a sales quotation [Adobe PDF].
  • At your request: a US IRS W-9 form [Adobe PDF].
  • At your request: a purchase order acknowledgement.
  • Invoice for payment [Adobe PDF] and, in most cases, a temporary license registration key [email attachment]. This represents the product delivery.
  • If you are paying via wire transfer: bank instructions.
  • Payment confirmation and a final license registration key.

We require minimal documentation to adequately service your transaction:

  • Authorized technical and administrative representative(s).
  • Purchase order or equivalent instruction issued by an authorized employee or agent.
  • Exemption certificate for tax-exempt organizations within Colorado.

Non-standard transaction documents

Before issuing your purchase order: You must identify all documentation that you require from us that is not listed as standard transaction documentation, above. Non-standard transaction documents may include customs declarations; tax and regulatory forms; endorsed, stamped, printed, mailed and/or couriered copies of transaction documents; use authorizations; and licensing or other certificates.

Special documentation requests usually require additional processing service fees which we will quote, and which must be shown in your purchase order.

Order fulfillment

All orders for software and supporting documentation are fulfilled electronically. Delivery consists of (1) a software license registration key provided under the terms specified on this page, (2) any imported data or other contracted services, and (3) our invoice. We do not offer our products on physical media, and you will need an Internet connection to obtain your software.

If you have a subscription license or subscribe to MSU, you'll receive email notices of upgrade software availability. Upgrades are available for download from our website at your convenience, and you may skip any upgrade without affecting your ability to accept future upgrades to which you're entitled.

Order cancellation

You may increase, decrease or cancel a software license purchase without penalty at any time prior to our delivery of your first software license key. Upon our delivery of your first temporary license key, you have up to 30 days to modify or cancel the transaction. After we receive your payment, your software licenses and related maintenance, support and upgrade subscriptions cannot be canceled or refunded.

Should you wish to cancel previously-agreed professional services or customizations, you must notify us in writing (by fax, email, or regular mail). Upon receiving your cancellation, we agree to apply reasonable efforts to minimize the cost for winding up any in-process tasks. You will be invoiced for our actual time at standard or quoted rates (whichever is less), as well as for all travel, materials and other out-of-pocket expenses that we incur on your project.

General information

We reserve the right to decline new orders if previous invoices remain unpaid, or for any other lawful reason. We will decline transactions with organizations that are subject to U.S. Government trade sanctions.

All prices, discounts, renewal and conversion policies, terms and conditions are subject to periodic commercial review and modification. Modifications are published when they become effective, without obligation to provide advance notice.

Notes

  1. See Colorado Revised Statutes, 39-26-102(15)(c)(I)(C) and the Colorado Department of Revenue, Taxpayer Service Division, bulletin Sales 89 (March 2012): Non-taxable software is that which is "transferred by remote telecommunications to the purchaser’s computer, where the purchaser does not obtain possession of any tangible medium in the transaction."
  2. The policies on this web page were last reviewed and updated on 15 April 2014.

See Also

PDXpert Video:

Creating a BOM & Processing an ECN

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